A resolution authorizing the issuance of General Services District Capital
Outlay Notes in an amount not to exceed $275,000 of The Metropolitan Government of
Nashville and Davidson County for the purpose of providing funds to construct and equip a
television production studio for use by public, education, and government entities,
Project No. 97PE001, and to declare the intent of The Metropolitan Government of Nashville
and Davidson County to reimburse itself for certain expenditures with the proceeds of the
General Services District Capital Outlay Notes.

Whereas, Tennessee Code Annotated (TCA), § 9-21-601 provides that the governing body
of a local government acting by resolution is authorized to issue and sell
interest-bearing capital outlay notes for all purposes for which bonds can be legally
authorized and issued by a local government for public works projects, provided that the
sale of all interest-bearing capital outlay notes shall first be approved by the State
Director of Local Finance; and

Whereas, it is necessary and in the public interest of The Metropolitan Government of
Nashville and Davidson County to issue interest-bearing capital outlay notes in an amount
not to exceed Two Hundred Seventy Five Thousand Dollars ($275,000) for the purpose of
providing funds to construct and equip a television production studio for use by public,
education, and government entities, Project No. 97PE001; and

Whereas, it is anticipated to be necessary and in the public interest to incur
expenditures in payment of project costs for said television production studio, Project
No. 97PE001, prior to the issuance of said notes; and

Whereas, it is necessary and in the public interest for The Metropolitan Government of
Nashville and Davidson County to state its intentions with respect to reimbursements for
said expenditures in accordance with the requirements of final regulations applicable
thereto promulgated by the United States Department of the Treasury.

Now, therefore, be it resolved by the Council of The Metropolitan Government of
Nashville and Davidson County:

Section 1: That for the purpose of providing funds to construct and equip a television
production studio for use by public, education, and government entities, Project No.
97PE001, and for the defrayal of all incidental and necessary expenses in connection
therewith, there is hereby authorized to be issued negotiable, interest-bearing capital
outlay notes of The Metropolitan Government of Nashville and Davidson County in the total
principal amount not to exceed Two Hundred Seventy Five Thousand Dollars ($275,000),
subject to the approval of the State Director of Local Finance.

Section 2: Said note or notes shall be designated "GSD Public, Education,
Government Group capital outlay note(s)" and shall be due and payable not more than
three (3) years from the date of issuance thereof in lawful money of the United States of
America at the office of the Metropolitan Treasurer of The Metropolitan Government of
Nashville and Davidson County; provided, however, that with the approval of the State
Director of Local Finance the maturity date of such note(s) may be extended or renewed for
not more than two (2) additional periods of not exceeding three (3) years each. Each year
said note(s), including extension notes, are outstanding The Metropolitan Government of
Nashville and Davidson County shall retire a portion thereof equal to but not less than
one-ninth (1/9) of the original principal amount of such note(s). Said note(s) shall
mature serially, and shall be subject to redemption prior to maturity in whole or in part,
with accrued interest to the date of said redemption. Said rate of interest established by
competitive public sale or by informal bid process shall not exceed the maximum rate of
interest provided by law.

Section 3: For the prompt payment of this obligation, the principal amount of said
note(s) and interest thereon shall be payable exclusively from ad valorem taxes to be
levied for such purpose on all taxable property in the General Services District of The
Metropolitan Government of Nashville and Davidson County, without limitation as to the
rate or amount. Said note(s) shall be direct general obligations of The Metropolitan
Government of Nashville and Davidson County and the full faith and credit and other
resources of The Metropolitan Government of Nashville and Davidson County, together with
the taxing power of The Metropolitan Government of Nashville and Davidson County as to all
property in the General Services District of The Metropolitan Government of Nashville and
Davidson County, are hereby irrevocably pledged. Both principal and interest on said
note(s) may be paid first out of the public, education, government group fund and,
thereafter, may be paid out of the debt service fund of the General Services district.

Section 4: If for any reason, said note(s) have not been paid within three (3) years of
issuance or any extended maturity granted pursuant to TCA, § 9-21-606, said note(s) shall
be retired from funds of The Metropolitan Government of Nashville and Davidson County or
be converted to bonds as provided by TCA, §§ 9-21-101 et. seq. or any other law or be
otherwise liquidated as approved by the State Director of Local Finance; provided, that no
such note(s) shall be converted to bonds later than two (2) years following the date of
original issuance of such note(s) without the approval of the State Director of Local
Finance.

Section 5: That said note or notes shall be executed in the name of The Metropolitan
Government of Nashville and Davidson County by the Metropolitan County Mayor of The
Metropolitan Government of Nashville and Davidson County, and attested by the Metropolitan
Clerk with the seal of The Metropolitan Government of Nashville and Davidson County,
attached thereto, and said note(s) shall be in the form as authorized and required by law.
Said note or notes shall be sold by the Metropolitan County Mayor of The Metropolitan
Government of Nashville and Davidson County for not less than par and accrued interest.
The note may also be issued to The Metropolitan Government of Nashville and Davidson
County, for the purpose of making an interfund loan in accordance with TCA § 9-21-408,
which loan is hereby authorized, in which case the note shall become an asset of the fund
from which the loan was made.

Section 6: That said note or notes are issued by The Metropolitan Government of
Nashville and Davidson County to construct and equip a television production studio for
use by public, education, and government entities, Project No. 97PE001, and for the
defrayal of all incidental and necessary expenses in connection therewith, and is in all
respects in compliance with and under the authority of TCA, §§ 9-21-601 through 9-21-611
and under the authority of this Resolution duly passed by the Metropolitan County Council
of The Metropolitan Government of Nashville and Davidson County and approved by the
Metropolitan County Mayor.

It is hereby certified and recited that all acts, conditions and things required by the
Constitution, the laws of the State of Tennessee and the Charter of The Metropolitan
Government of Nashville and Davidson County to exist or be done precedent to and in the
issuance of this obligation do exist and have been properly done, happened and been
performed in regular and due form in time as required by law, and that provision has been
made or will be made for the payment of the principal and interest of said note(s) when
same fall due.

Section 7: The Director of the Department of Metropolitan Finance is to designate a
fund into which all moneys received from the sale of the capital outlay note(s) shall be
deposited and shall cause payment to be made from this fund for costs incurred and
expenditures made for the specific purposes authorized by this resolution.

Section 8: The Metropolitan Government of Nashville and Davidson County hereby states
that it reasonably expects to reimburse itself for expenditures made by The Metropolitan
Government of Nashville and Davidson County to construct and equip a television production
studio for use by public, education, and government entities, Project No. 97PE001. The
expenditures made prior to the issuance of said notes are expected to be paid from funds
of The Metropolitan Government of Nashville and Davidson County and reimbursement shall be
made to The Metropolitan Government of Nashville and Davidson County from the proceeds of
the notes.

Section 9: This resolution constitutes a declaration of official intent under Treasury
Regulation 1.150-2.

Section 10: This resolution shall take effect from and after its adoption, the welfare
of The Metropolitan Government of Nashville and Davidson County requiring it.